Exhibit
10.4

    


    THIRD
AMENDMENT TO THE

    HEICO
SAVINGS AND INVESTMENT PLAN

    (AS
AMENDED EFFECTIVE JANUARY 1, 2007)

    


    THIS
THIRD AMENDMENT (the “Amendment”) to the HEICO Savings and Investment Plan, as
amended and restated effective January 1, 2007 (the “Plan”), is made on the 15th
day of June, 2009, by HEICO Corporation, a Florida corporation (the “Company”)
as follows.

    


    WITNESSETH:

     

    WHEREAS, the Company maintains
the Plan for the sole and exclusive benefit of its eligible participants and
their respective beneficiaries under the terms and provisions of the Internal
Revenue Code of 1986, as amended; and

    


    WHEREAS, pursuant to Section
15.01 of the Plan, the Company has the power to amend the Plan; and

    


    WHEREAS, the Company wishes to
amend the Plan to bring the Plan up-to-date with recent tax laws;

    


    NOW, THEREFORE, the Plan shall
be amended as follows, effective as of January 1, 2007, except as otherwise
provided therein:


     

    ARTICLE
I

    AMENDMENTS FOR THE FINAL 415
REGULATIONS


    


    
      	
              1.1.

            	
              Article
      2 of the Plan is hereby amended to revise the definition of “Plan Year” to
      read as follows:

            


    

     

    ““Plan Year” shall mean the
calendar year.  In addition, Plan Year shall also be the “limitation
year” for purposes of Code Section 415.”

    


    
      	
              1.2.

            	
              Effective
      for Plan Years beginning January 1, 2008, Section 4.01(a) of the Plan is
      hereby amended by adding the following sentence to the end of
      thereof:

            


    

     

    “Participants
may not make Elective Deferral Contributions with respect to amounts that are
not Code Section 415(c)(3) Compensation. Code Section 415(c)(3) Compensation
shall have the same meaning as set forth in Code 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
415(c)(3) and Treasury Regulation Section 1.415(c)-2(d)(2).  It should
be noted, for this purpose, Code Section 415(c)(3) Compensation is not limited
to the annual compensation limit of Code Section 401(a)(17).”

     

    
      	
              1.3.

            	
              Effective
      for Plan Years beginning January 1, 2008, the last paragraph of Section
      5.01(a) of the Plan is hereby amended in its entirety to read as
      follows:

            


    

     

    “Notwithstanding the
foregoing, the term “Annual Additions” shall not include the following: (i) the
direct transfer of a benefit or employee contributions from a qualified plan to
this Plan; (ii) rollover contributions (as described in Code Section 401(a)(31),
402(c)(1), 403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16)); (iii) repayments of
loans made to a participant from the Plan; (iv) repayments of amounts described
in Code Section 411(a)(7)(B) (in accordance with Code
Section  411(a)(7)(C)) and Code Section 411(a)(3)(D) or repayment of
contributions to a governmental plan (as defined in Code
Section  414(d)) as described in Code Section  415(k)(3), as
well as Employer restorations of benefits that are required pursuant to such
repayments; and (v) restorative payments, which are payments made to restore
losses to a Plan resulting from actions by a fiduciary for which there is
reasonable risk of liability for breach of a fiduciary duty under ERISA or under
other applicable federal or state law, where participants who are similarly
situated are treated similarly with respect to the payments.

     

    Elective
Deferral Contributions and Employer Contributions do not fail to be Annual
Additions merely because such contributions are Excess Deferral Amounts, Excess
Contributions or Excess Aggregate Contributions or merely because such Excess
Deferral Amounts, Excess Contributions and Excess Aggregate Contributions are
corrected through distribution.

     

    The 100%
limitation shall not apply to (1) any contribution for medical benefits
(within the meaning of Code Section 419A(f)(2)) after separation from service
which is otherwise treated as an Annual Addition or (2) any amount
otherwise treated as an Annual Addition under Code Section
415(l)(1).”

     

    
      	
              1.4.

            	
              Effective
      for Plan Years beginning January 1, 2008, Section 5.01(b) of the Plan is
      hereby amended in its entirety to read as
  follows:

            


    

     

    “If it is determined that, but
for the limitations contained in Section 5.01(a), the Annual Additions to a
Participant’s Accounts for any Plan Year would be in excess of the limitations
contained herein, then the Sponsoring Employer will follow the rules of any
Employee Plans Compliance Resolution System (EPCRS) or any superseding guidance
that is issued by the Internal Revenue Service, including, but not limited to,
the preamble of the final Section 415 regulations.”


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              1.5.

            	
              Effective
      for Plan Years beginning January 1, 2008, Section 5.01(c) of the Plan is
      hereby amended in its entirety to read as
  follows:

            


    

     

    “For
purposes of this Article, all defined contribution plans (without regard to
whether a plan has been terminated) ever maintained by the Employer (or a
"predecessor employer") under which the participant receives annual additions
are treated as one defined contribution plan as required to be combined pursuant
to Code Section 415(f) and Regulation Section 1.415(f)-1.  Employer
shall mean the employer that adopts this Plan, and all members of a controlled
group of corporations (as defined in Code Section 414(b) as modified by Code
Section 415(h)), all commonly controlled trades or businesses (as defined in
Code Section 414(c) as modified by Code Section 415(h), or affiliated service
groups (as defined in Code Section 414(m)) of which the adopting Employer is a
part, and any other entity required to be aggregated with the Employer pursuant
to regulations under Code Section 414(o).”

     

    
      	
              1.6.

            	
              Effective
      for Plan Years beginning January 1, 2008, the last sentence of Section
      5.02 of the Plan is hereby amended in its entirety to read as
      follows:

            


    

     

    “The 100%
limitation shall not apply to (1) any contribution for medical benefits
(within the meaning of Code Section 419A(f)(2)) after separation from service
which is otherwise treated as an Annual Addition or (2) any amount
otherwise treated as an Annual Addition under Code Section
415(l)(1).”

     

    ARTICLE
II

    AMENDMENTS
FOR THE PENSION PROTECTION ACT OF 2006 (PPA)

    


    
      	
              2.1.

            	
              Section
      9.01(a)(3) of the Plan is hereby amended in its entirety to read as
      follows:

            


    

     

    “(3)           Payment
of tuition, related educational fees, and room and board expenses, for up to the
next twelve (12) months of post-secondary education for the Participant, the
Participant’s spouse, children, or dependents (as defined in Code Section 152,
and, for taxable years beginning on or after January 1, 2005, without regard to
Code Sections 152(b)(1), (b)(2), and (d)(1)(B)) and, effective July 1, 2009,
such expenses of the Participant’s primary beneficiary under the Plan (as
defined below);”

     

    
      	
              2.2.

            	
              Section
      9.01(a)(5) of the Plan is hereby amended in its entirety to read as
      follows:

            


    

     

    “(5)           Payments
for burial or funeral expenses for the Participant’s deceased parent, spouse,
children or dependents (as defined in Code Section 152, and, for taxable years
beginning on or after January 1, 2005, without regard to Code Section
152(d)(1)(B)) and, effective July 1, 2009, such expenses of the Participant’s
primary beneficiary under the Plan (as defined below); or”

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              2.3.

            	
              Section
      9.01(a) of the Plan is hereby amended by adding the following at the end
      thereof:

            


    

     

    “A
Participant’s “primary beneficiary under the Plan” is an individual who is named
as a beneficiary under the Plan and has an unconditional right to all or a
portion of the Participant’s account balance under the Plan upon the
Participant’s death.”

     

    
      	
              2.4.

            	
              Section
      10.08 of the Plan is hereby amended by adding the following at the end
      thereof:

            


    

     

    “Effective
as of April 6, 2007, a domestic relations order that otherwise satisfies the
requirements for a qualified domestic relations order (“QDRO”) will not fail to
be a QDRO: (i) solely because the order is issued after, or revises, another
domestic relations order or QDRO; or (ii) solely because of the time at which
the order is issued, including issuance after the annuity starting date or after
the Participant’s death.”

    


    
      	
              2.5.

            	
              Section
      10.10 of the Plan is hereby amended in its entirety to read as
      follows:

            


    

     

    “10.10  Notices
to Participants.  The Committee shall distribute or cause to be
distributed to each Participant who has requested a withdrawal or distribution a
notice, containing the information described in Code Section
402(f).  Such notice shall be provided within a reasonable time, not
in excess of 90 days (180 days beginning July 1, 2009), prior to the date of
such withdrawal or distribution.  Such notice shall clearly inform the
Participant that the Participant has a right to a period of at least 30 days
after receiving the notice to consider the decision of whether or not to elect a
distribution or withdrawal (or, if applicable, a particular distribution
option).  Distribution or withdrawal shall not be made within such
30-day period, unless the Participant affirmatively elects
otherwise.  A Participant shall be permitted to revoke his election at
any time prior to the annuity starting date, or, if later, the end of the
seven-day period beginning on the date the above described notice was
provided.”

     

    
      	
              2.6.

            	
              Section
      10.11(b) of the Plan is hereby amended by adding the following at the end
      thereof:

            


    

     

    “For
distributions made after December 31, 2007, a Participant may elect to roll over
directly an eligible rollover distribution to a Roth IRA described in Code
Section 408A(b).”


    
      	
              2.7.

            	
              Section
      10.11 of the Plan is hereby amended by adding the following new subsection
      (d) to the end thereof:

            


    

     

    
      	
               
      

            	
              “(d)

            	
              Non-spouse
      beneficiary rollover right. For distributions on
      or after January 1, 2010, a non-spouse beneficiary who is a Beneficiary
      under this Plan, by a direct trustee-to-trustee transfer (“direct
      rollover”), may roll over all or any portion of his or her distribution to
      an individual retirement account the beneficiary establishes for purposes
      of receiving the distribution. In order to be able to roll over the
      distribution, the distribution otherwise must satisfy the definition of
      

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
               

            	
              an
      eligible rollover distribution.  If the Participant’s named
      Beneficiary is a trust, the Plan may make a direct rollover to an
      individual retirement account on behalf of the trust, provided the trust
      satisfies the requirements to be a designated beneficiary within the
      meaning of Code Section 401(a)(9)(E).  A non-spouse beneficiary
      may not roll over an amount which is a required minimum distribution, as
      determined under applicable Treasury regulations and other Revenue Service
      guidance. ”

            


    

     

    
      	
              2.8.

            	
              Section
      15.02 of the Plan is hereby amended by adding the following at the end
      thereof:

            


    

     

    “If the Employer maintains an
alternative defined contribution plan (described in Treas. Reg.
§1.401(k)-1(d)(4)(i)), the Employer shall be prevented from distributing
elective deferrals (and other amounts, such as QNECs, that are subject to the
distribution restrictions that apply to elective deferrals) from a terminating
401(k) plan.  An alternative defined contribution plan does not
include an employee stock ownership plan defined in Code Section §4975(e)(7) or
409(a), a simplified employee pension as defined in Code Section 408(k), a
SIMPLE IRA plan as defined in Code Section 408(p), a plan or contract that
satisfies the requirements of Code Section 403(b), or a plan that is described
in Code Section §457(b) or (f).”

     

    
      	
              2.9.

            	
              Appendix
      C of the Plan is hereby amended as
follows:

            


    

     

    The
second sentence of the second paragraph of Section (a) is hereby amended by
replacing the sentence in its entirety with the following:

     

    “In addition, upon termination
of the Plan, if the Employer or any Affiliate does not maintain another defined
contribution plan (other than an employee stock ownership plan as defined in
Code Section 4975(e)(7) or 409(a), a simplified employee pension as defined in
Code Section 408(k), a SIMPLE IRA plan as defined in Code Section 408(p), a plan
or contract that satisfies the requirements of Code Section 403(b), or a plan
that is described in Code Section §457(b) or (f) ), the Participant’s account
balance will, without the Participant’s consent, be distributed to the
Participant.”

     

    Section
(e)(1) is hereby amended by adding the following sentence to the end
thereof:

     

    “Effective
with respect to Plan Years beginning after December 31, 2007, a Participant who
elects to waive the Qualified Joint and Survivor Annuity form of benefit, if
offered under the Plan, is entitled to elect the “Qualified Optional Survivor
Annuity” at any time during the applicable election period. Furthermore, the
written explanation of the Qualified Joint and Survivor Annuity shall explain
the terms and conditions of the Qualified Optional Survivor
Annuity.”

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section
(f) is hereby amended by adding the following new definition to the end
thereof:

     

    “(9)  “Qualified Optional
Survivor Annuity.” A Survivor annuity for the life of the Participant
with a survivor annuity for the life of the spouse which is equal to the
“applicable percentage” of the amount of the annuity which is payable during the
joint lives of the Participant and the spouse, and which is the actuarial
equivalent of a single annuity for the life of the Participant.  The
“applicable percentage” is based on the survivor annuity percentage (i.e., the
percentage which the survivor annuity under the Plan’s Qualified Joint and
Survivor Annuity bears to the annuity payable during the joint lives of the
participant and the spouse). If the survivor annuity percentage is less than 75
percent, then the “applicable percentage” is 75 percent; otherwise, the
“applicable percentage” is 50 percent.”

     

    Section
(g)(1) is hereby amended in its entirety to read as follows:

    


    “(1)         In
the case of a Qualified Joint and Survivor Annuity, the Committee shall no less
than 30 days and no more than 90 days (180 days beginning July 1, 2009) prior to
the annuity starting date provide each Participant a written explanation of: (i)
the terms and conditions of a Qualified Joint and Survivor Annuity; (ii) the
Participant’s right to make and the effect of an election to waive the Qualified
Joint and Survivor Annuity form of benefit; (iii) the rights of Participant’s
spouse; and (iv) the right to make, and the effect of, a revocation of a
previous election to waive the Qualified Joint and Survivor
Annuity.”

     

    ARTICLE
III

    AMENDMENTS
FOR THE HEROES EARNINGS ASSISTANCE AND RELIEF TAX ACT OF 2008 (HEART
ACT)

    


    
      	
              3.1.

            	
              Section
      8.01(c) of the Plan is hereby amended by adding the following to the end
      thereof:

            


    

     

    “In the
case of a death occurring on or after January 1, 2007, if a Participant dies
while performing qualified military service (as defined in Code Section 414(u)),
the survivors of the Participant are entitled to any additional benefits (other
than benefit accruals relating to the period of qualified military service)
provided under the Plan as if the Participant had resumed and then terminated
employment on account of death.”

    


    
      	
              3.2.

            	
              Section
      17.03 of the Plan is hereby amended in its entirety to read as
      follows:

            


    

     

    “17.03 Credit
for Qualified Military Service; Treatment of Differential Wage Payments.
Notwithstanding any provision of this Plan to the contrary, effective as
required by USERRA (i.e., December 12, 1994), contributions, benefits and
service credit with respect to qualified military service will be provided in
accordance with Code Section 414(u). In addition, effective as required by the
HEART Act (i.e., January 1, 2009), the differential wage 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    payment
rules contained in Code Section 414(u)(12) shall apply with respect to
individuals performing services in the uniformed services described in Code
Section 3401(h)(2)(A).”

     

    IN WITNESS WHEREOF, the
Company has caused this instrument to be executed the day and year first above
written.

     

    
      
        	 
      	
                HEICO
      Corporation, a Florida corporation

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ THOMAS S. IRWIN

              
	 
      	
                Name:
      Thomas S. Irwin

              
	 
      	
                Title:  Treasurer